Building an Asian Powerhouse:Strengthening Our Home Base

June 2001

1

Disclaimer and Responsibility Statement

� The Directors of DBS (including any who may have delegated detailed supervision of this presentation) have taken all reasonable care to ensure that the facts and estimates in this presentation are fair and accurate and no material facts are omitted from this presentation

� Where information contained in this presentation has been derived from publicly available sources, including forecasts of the analyst community, the sole responsibility of the Directors of DBS has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this presentation

� Neither Goldman Sachs, nor any of its affiliates or staff vouch for the accuracy of the information contained herein and nothing in this document should be construed as a warranty or representation in regard to the assumptions, facts, estimates or conclusions contained herein

� You would appreciate that DBS is subject to various laws, rules and regulations as a listed company and in the context of the current general offer, which may restrict its ability to provide certain information or to respond to certain queries

2

Building Even Greater Strength: Summary of Offer

� 0.61 DBS shares for every OUB share

� S$1.14 in cash for every OUB share

� 36.6% over 60 day average

� 11.1% over close of market on 21st June, 2001 price

� Acceptance greater than 50%

� Regulatory and shareholder approvals

ConsiderationConsideration

PremiumPremium

ConditionsConditions

3

Delivering Value Quickly

Offer AnnouncementOffer Announcement

Notice of Takeover Notice of Takeover Offer and Part B Offer and Part B

StatementStatement

Launch of OfferLaunch of Offer

Offer PeriodOffer Period

22 June 200122 June 2001

Within 14 days of Within 14 days of Offer announcementOffer announcement

Between 14 and 28 Between 14 and 28 days after offer days after offer announcementannouncement

At least 21 daysAt least 21 days

4

Strategic Rationale

Complete Domestic Leadership and Extend into New Markets

Financial Rationale

Enhance Shareholder Value Through Growth Opportunities and Synergies

Transaction Summary Build Even Greater Strength

Building an Asian Powerhouse:Strengthening Our Home Base

Superior Equity Story Manage for Growth and Value

5

Continuing History of Growth

(a) ….. Proforma for Dao Heng Bank(b) ….. Proforma for OUB

Total AssetsTotal Assets Acquisition Track Record of DBSAcquisition Track Record of DBS

111.2106.5100.0

66.055.749.2

0

20

40

60

80

100

120

140

160

180

200

1995 1996 1997 1998 1999 2000 (a)(b)

� Thai Danu Bank

� Kwong On Bank, Hong Kong

� POSBank, Singapore

� Bank of Philippine Islands (strategic stake)

� Vickers Ballas, Singapore

� Dao Heng Bank, Hong Kong

� Joint venture with TD Waterhouse for regional online financial services alliance

� Offer for OUB

1997

1998

1999

2001

194.2

147.6

(S$ bn)

6

Putting the Strategy Together Positioning for the Future

Integrated Wealth

Management Strategy

� Cost Synergies� Scale� Market Share

Vickers Ballas

TD Waterhouse

Vickers Vickers BallasBallas

TD WaterhouseTD WaterhouseOUBOUBOUB

Dao Heng BankDaoDao HengHeng BankBank

Hybrid Tier I Subordinated Debt

PreferenceShares

Hybrid Tier I Hybrid Tier I Subordinated Debt Subordinated Debt

PreferencePreferenceSharesShares

Optimal Capital Structure

� Regionalization� Growth� Top 5 in Hong Kong

7

Compelling Strategic Rationale

Consolidate domestic franchise

Gain presence in Malaysia and enhance regional footprint

Broaden shareholder ownership and increase liquidity

#1

#2

#3

8

A Comparative Snapshot

Total Assets 147,555 46,603

Total Advances 66,570 28,101

Total Customer Deposits 105,433 26,899

Shareholders’ Funds 10,495 5,161

Operating expenses 1,626 486

Profit Attributable to Shareholders 1,824 545

Branches(b) 115(c) 33

ATMs(b) 930(c) 140

Employees 10,800(c) 3,100

DBS DBS (a)(a) OUBOUB(in S$ millions)

Source: Company Reports for FY 2000(a) DBS financials pro forma for acquisition of Dao Heng Bank, ignoring the effects of financing, synergies and any potential discrepancies in accounting standards(b) Only Singapore (c) Excluding Dao Heng

9

31.0%S$131 bnDBS

21.2%

OUB9.7%

Others69.1%

#1

Strengthening Retail Banking Market Leadership in Singapore

Domestic Customer DepositsDomestic Customer Deposits(a)(b)(a)(b) Credit CardsCredit Cards(c)(c)

Domestic AssetsDomestic Assets(a)(a) Domestic Gross Customer LoansDomestic Gross Customer Loans(a)(a)

Source: MAS, Company Reports for FY 2000 and GS Equity Research(a) System wide market share of domestic assets, domestic gross customer loans and domestic customer deposits is based on share of respective banks of the aggregate financials of the

commercial banks, merchant banks and finance companies in Singapore (includes foreign banks)(b) No geographical breakdown of customer deposits available for the local banks. Domestic customer deposits derived based on the proportion of domestic assets and overseas assets of

these banks(c) System wide market share for credit card is based on the number of cards issued by respective banks as a % of total issued credit cards in Singapore (includes foreign banks)

32.8%S$63 bnDBS

21.3%

OUB11.5%

Others67.2%

43.1%S$89 bnDBS

31.6%

OUB11.5%

Others56.9%

25.3%600,000 Cards

DBS14.8%

OUB10.5%

Others74.7%

#1 #1

#1

10

Extending Investment Banking Leadership in Singapore

Debt UnderwritingDebt Underwriting(a)(a)

IPOIPO(a)(a) Equity UnderwritingEquity Underwriting(a)(a)

59.3%S$2,255 mm

DBS35.9%

OUB23.4%

Others40.7% 58.4%

S$3,380 mm

DBS37.2%

OUB21.2%

Others41.6%

39.3%S$6,587 mm

DBS33.7%

OUB5.6%

Others60.7%

Source: Bondware, 1998 – 2000(a) Market share is based on share of respective banks of the total capital issuance in Singapore (including foreign banks)

#1 #1

#1

11

Widening the Regional Footprint

Total Loans: S$69,980 mm Total Loans: S$99,721 mm

Singapore58.4%

Hong Kong31.4%

Thailand3.9%

Others5.4%

Malaysia0.8% Others

6.8%

Singapore63.1%

Hong Kong23.9%

Thailand2.8%

Malaysia3.5%

(a) Assuming S$1 = HK$4.33 – Proforma 2000

DBS + DaoDBS + Dao HengHeng BankBank(a)(a) DBS + DaoDBS + Dao HengHeng Bank + OUBBank + OUB

12

263337

57

8690

111121124124

226

HSBC Kookmin+ H&CB

NAB CBA DBS+ Dao Heng

+ OUB

Westpac ANZ Stanchart UOB OCBC OUB

Widening the Regional Footprint

(US$ bn)

(a) Asia Pacific assets onlySource: Annual reports 2000, Interim Reports 2000Note: Excludes Chinese banks

(a) (a) (a) (a) (a) (a)

UK Korea Australia Australia Singapore Australia Australia UK Singapore Singapore Singapore

13

Broadening Shareholder Ownership and Increasing Liquidity

Post TransactionPost Transaction

Share Ownership in DBSShare Ownership in DBS

PrePre--TransactionTransaction

Market ImplicationsMarket Implications

Index ImplicationsIndex Implications

MSCI � �

DBS50 � �

STI Index � �

OUBOUBDBSDBS

63%Other

Shareholders

37%Government

Note: Assuming all OUB shares tendered; Fully diluted(a) Source: Bloomberg

75%Other

Shareholders

25%Government

LiquidityLiquidity

LTM Daily Trading ValueLTM Daily Trading Value(a)(a)

DBS S$47.9 mm

OUB S$18.5 mm

14

Strategic Rationale

Complete Domestic Leadership and Extend into New Markets

Financial Rationale

Enhance Shareholder Value Through Growth Opportunities and Synergies

Transaction Summary Build Even Greater Strength

Superior Equity Story Manage for Growth and Value

Building an Asian Powerhouse:Strengthening Our Home Base

15

Compelling Financial Rationale

� Enhanced operating measures

� Attractive synergy potential

� Enhanced balance sheet

� Bolstered Tier I and Total Capital Ratios

� Disciplined approach to value maximisation of non-core assets

#3

#4

#1

#2

#5

16

Enhanced Operating MeasuresDec 2000

Net Interest Margin 2.02% 2.51% 2.34%

Cost Income Ratio 42.5% 40.2% 38.1%

Loan Deposit Ratio 63.2% 62.9% 104.5%

DBSDBS DaoDao HengHengBankBank OUBOUB CombinedCombined

EntityEntity

The pro forma consolidated financial information contained herein is provided for illustrative purposes only. Such information does not purport to represent what the actual results of operations or financial position of DBS or the combined entity would have been had the acquisition been completed as of the relevant date. Nor is such information necessarily indicative of the future results of operations or financial position of DBS or the combined entity.

17

Important Realizable Synergies

� Eliminate duplicative expenses

� Reconfigure branch network

� Rationalize IT systems

� Consolidate back office operations

� Improve productivity

� Scale of e-business investment

All Shareholders will Benefit from Sustainable Synergies of Transaction

Note: Full synergies expected to be realized within two years after the completion of the offer

18

Synergies Expected to be in Line with Other In-Market Mergers

AcquirorAcquiror TargetTarget Announced Synergies % of Announced Synergies % of Target Operating Cost BaseTarget Operating Cost Base

Source: Company filings, press releases and investor presentations and Securities Data CorporationNote: Announced synergies are not necessarily indicative of actual synergies achieved

37%

36%

23%

29%

49%

CountryCountry

Fortis Generale de Banque Belgium Jun 1998

Credito Italiano Unicredito Italy Apr 1998

UBS SBC Switzerland Dec 1997

Barclays Woolwich UK Aug 2000

Santander BCH Spain Jan 1999

Ann. DateAnn. Date

Range of in-market mergers 23% - 49%

19

Bolstering Capital Ratios

Standard & Poors

AgencyAgency RatingRating CommentComment

Moody’s

� A+ Senior ratings reaffirmed

� Removed from CreditwatchNegative

“The acquisition of Overseas Union Bank will solidify DBS’ position as the market leader in Singapore, controlling about one-third of the domestic banking assets…”

“…strong likelihood that additional equity of appropriate quality and quantity will be injected into DBS Bank, aside from the further equity that may be issued under the proposed OUB acquisition.” That would allay the rating company’s concerns about the bank’s capital structure.

� Aa2 Senior ratings reaffirmed “Like most in-market combinations, the acquisition of OUB would be beneficial”

“Moody’s is positive about the long-term synergies and fortification of DBS Bank’s franchise that would result from a successful offer for OUB…”

“Furthermore, the offer which is comprised 88% of shares, will bring DBS Group Holdings a timely infusion of common equity”

20

Strategic Rationale

Complete Domestic Leadership and Extend into New Markets

Financial Rationale

Enhance Shareholder Value Through Growth Opportunities and Synergies

Transaction Summary Build Even Greater Strength

Building an Asian Powerhouse:Strengthening Our Home Base

Superior Equity Story Manage for Growth and Value

21

Managing for Growth and Value

� Tier 2

� Hybrid Tier 1

� Tier 1 Preference Shares issue

� DBS Land

� Singapore Petroleum

� DBS Tampines Centre

� Hong Kong

� Philippines

� Thailand

DBSDBS OUBOUB

Capital Capital ManagementManagement

NonNon--Core Core Asset Asset

DivestituresDivestitures

Regional Regional DiversificationDiversification

InitiativesInitiatives

����

����

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22

Applying Disciplined Approach to Value Maximization of Non-Core Assets

� We believe a number of OUB’s assets to be non-core and will carefully examine their value to DBS. These include:

� OUE (Market Capitalization(a): S$1.6 billion)

� OUL (Private)

� Hotel properties (Private)

� OUB Insurance (Private)

(a) As at June 22, 2001. Source: Bloomberg

23

Managing for ScaleLong Term Asset Growth

Asset GrowthAsset Growth

OUB 39%

OCBC 16%

DBS + Dao Heng

163%

DBS 100%

UOB45%

19961996 20002000

S$55.7 bn

S$55.7 bn

S$51.5 bn

S$33.6 bn

S$45.8 bn

S$111.2 bn

S$146.3 bn

S$59.7 bn

S$46.6 bn

S$66.3 bn

Source: Company reports

24

Managing for ReturnsLong Term Return to Shareholders

ROE GrowthROE Growth

OCBC(17)%

UOB(10)%

OUB9%

DBS25%

19961996 20002000

10.3% 12.9%

12.8% 10.7%

10.1% 11.0%

15.6% 14.1%

Source: Company reports

25

Restructuring for Value DBS Thai Danu Bank

NPL Ratio 49.0 % 7.4 % (85) %

Branches 95 61 (36) %

Personnel 3,450 1,850 (46) %

Operating Costs 676.9 mm Baht 515.5 mm Baht (24) %

Net Income Margin 0.9 % 2.6 % 189 %

Net Income (347.3) mm Baht 33.0 mm Baht NM

1Q 19991Q 1999 1Q 20011Q 2001 Change %Change %

Source: DBS Bank

26

Growing for Value DBS Kwong On Bank

Net Interest Margin 2.79 % 2.95 % 6 %

Customer Loans S$3.6 bn S$4.6 bn 26 %

Customer Deposits S$4.8 bn S$5.7 bn 18 %

NPL Ratio 15.3 % 5.6 % (63) %

Net Profit after Minority S$60.2 mm S$73.7 mm 22 %

Dec 1999Dec 1999(a)(a) Dec 2000Dec 2000 Change %Change %

(a) Consolidated from May 1999Source: DBS

27

Integrating for ValueDBS and POSBank

Branches 173 115 (34) %

Deposits S$65.8 bn S$69.1 bn 5 %

Operating Profits(a) S$1.1 bn S$1.6 bn 45 %

19981998 20002000 ChangeChange

Source: DBS prospectus – DBS Bank data 1998 vs. 2000(a) DBS Bank solo earnings. POSB consolidated from May I 1998. Excludes one time gains form sale of DBS Land and other units

28

Commitment to Value

Jackson TaiJackson TaiPresident and COOPresident and COO

Philippe Philippe PaillartPaillartCEOCEO

OUBOUBIntegration TeamIntegration Team

Edmund KohManaging Director

Chong Kie CheongFinance Director

Oon Kum LoonManaging Director

Dao Dao HengHeng Bank Bank Integration TeamIntegration Team

Randolph Sullivan(Dao Heng Bank)

Managing Director & Alternate CEO of Dao Heng

Bank

Chan Tak KinManaging Director

Rajan RajuManaging Director

Greg SeowManaging Director

29

Deep Integration Teams: Dao Heng

NameName Experience (Years)Experience (Years)

Consumer and Consumer and Enterprise BankingEnterprise Banking

Corporate, Corporate, Investment Banking Investment Banking

and Treasuryand Treasury

Finance, IT and Finance, IT and InfrastructureInfrastructure

William HonTed LingTK ChanR Strickland

S F WongPS Tam

Rajan RajuJennifer LynnDavid FaulknerKendy Wong

23272928

11162620

Dao Dao Heng Heng Personnel Personnel

TotalTotal

Randy Sullivan, CEO DesignateMichael ChanSunny CheungDavid TsuiSteve Wong

2825263426

367 Years

2622

30

Deep Integration Teams: OUB

NameName Experience (Years)Experience (Years)

Consumer and Consumer and Enterprise Enterprise BankingBanking

Corporate, Corporate, Investment Investment

Banking and Banking and TreasuryTreasury

Finance, IT and Finance, IT and InfrastructureInfrastructure

Greg Seow

Edmund Koh

Hong Tuck Kun

Craig Townend

Oon Kum Loon

Seck Wai Kwong

Wong Ban Suan

Chong Kie Cheong

Tom Vainius

Chua Bee Choo

Andy Chan

22

17

26

33

27

21

21

30

21

26

21

TotalTotal 265 Years

31

Best Positioned to Create Value

� Unparalleled record in Singapore

� Experienced management team

� Sophisticated user of capital management

� Existing infrastructure

� Investments in technology

� Renewed focus on cost management

32

Strategic Rationale

Complete Domestic Leadership and Extend into New Markets

Financial Rationale

Enhance Shareholder Value Through Growth Opportunities and Synergies

Transaction Summary Build Even Greater Strength

Superior Equity Story Manage for Growth and Value

Building an Asian Powerhouse:Strengthening Our Home Base